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P. Simmons, Attorney

Category: Business Law

Satisfied Customers: 27869

Experience: 12+ yrs. of legal experience.

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Hello,
I am looking at a contract where the term (duration

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Hello,I am looking at a contract where the term (duration of the contract) in the main body of the agreement says a different duration and in the attachment A says a different duration. If this contract is contested, which term will be considered valid and binding?

Thanks for the chance to help. I am an attorney with over 12 years experience. Hopefully I can help you with your legal question.

Depends...what was the agreement? What you describe, if there is a contract with internal terms that are inconsistent? That may void the contract...but it is not automatic. The court will look to WHY the inconsistency. If it can be shown what was intended by the parties in the contract, then the court may well allow the contract to stand (with the intended language substituted for any inconsistencies).

But if there is no clear evidence to support what the parties intended, the court can void the contract.

So it will depend on what evidence can be presented by the parties as to what the intent of the parties was at the time the contract was negotiated.

The agreement was a celebrity endorsement agreement. In the body of teh contract it clearly defines the term as 1 yr from when the website goes live, however in the Attachment which defines the obligations on the endorsement period, it just has a line which says Initial Endorsement term April2011-May2013 something like that. I can share an attachment if that will help better see this.

Then you have to prove that this was an oversight or mistake but that the mistake does not impact the negotiations or agreement.

Contract law is simple. They teach it first year, first semester in law school

To have a valid contract you need only 3 things

1. An offer by one of the parties (to do something or refrain from doing something).

2. Acceptance by the other party of the offer

These two, taken together, are often referred to as a "meeting of the minds". TO have a contract there must be an agreement as to what will be done.

3. Consideration: There must be an agreement to exchange something of value (time/money/etc) pursuant to the contract.

That is it.

So if you have a written contract where there is an inconsistency, if you can prove that the rest of the contract fairly summarizes the "meeting of the minds"

In the case you describe, it sounds like you had a meeting of the minds of the dates in the body of the contract but that there is an error in the attachment. If that is the case? And you can prove it? Then you can enforce the contract.

It truly is as simple as that

On the other hand if the other party could prove there was no meeting of the minds on the date, the court could void the contract.

So if you want to enforce this? You want to be able to prove you had an agreement...you can do this with the contract as well as with testimony about the negotiations that led to the contract

I see. Thank you for the detailed explanation. The glitch here is that even though we may have had meeting of minds when this was signed, now the celeb wants to back out from the responsibility by saying that the term expired (whether genuinely assuming that or using that error in there to bring that up), we did offer to work with them but if it doesnt work, we might have to file suit. So I wanted to get some better knowledge of how that will work.

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